Articles of Organization

1 JULY 1985

1. The name by which the Corporation shall be known is: System Dynamics Society, Inc.

2. The purposes for which the Corporation is formed is as follows: The Corporation is organized and is to be operated exclusively as a charitable, civic and educational organization within the meaning of Chapter 180 of the General Laws of the Commonwealth of Massachusetts as now in force or hereafter amended. The System Dynamics Society, Inc. is a professional society promoting system dynamics through conventions, publications, journals and other activities. The objectives of the Society shall be:

1. to identify, extend and unify knowledge contributing to the understanding of feedback control systems

2. to promote the design of structures and policies to improve the behavior of such systems

3. to promote the development of the field of system dynamics and the free interchange of information about systems as they are found in all fields of endeavor

4. to promote the dissemination of information on such topics to the general public, and

5. to encourage and develop educational programs in the behavior of systems.
   To these ends, the Society proposes to conduct meetings; to publish journals, books and other materials; to cooperate with other organizations interested in the advancement of the practice of system dynamics; to stimulate research; to promote high professional standards; to promote the growth of system dynamics and to improve its practice throughout the world; and in general, to carry on activities in connection with any of the forgoing purposes, to have and exercise all of the purposes and powers conferred upon nonprofit Corporations under Chapter 180 of the General Laws of the Commonwealth of Massachusetts as now in force or hereafter amended, and to do everything necessary or appropriate to accomplish any of the foregoing purposes to the extent permissible under the laws of the Commonwealth of Massachusetts, all to the extent not inconsistent with the requirements contained in 501(c)(3) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder, and not inconsistent with any other provisions of these Articles of Organization.

3. There shall be one class of voting members and as many classes of non-voting members as set out in the Bylaws. Any person who subscribes to the objectives of the Corporation, and pays the prescribed dues, shall be a voting member. All other members shall be non-voting members and shall have no right to vote on any matter.

4. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the Corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the Corporation, or of its directors or members, or of any class of members, are as follows:

1. The purposes of the Corporation, as stated herein, shall be carried out by its Board of Directors (also referred to in the Bylaws as the Policy Council) in a manner that will enable the Corporation to qualify as an organization exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Toward this end, the Corporation shall have, in furtherance of its purposes, all of the powers granted to all nonprofit Corporations pursuant to the provisions of Chapter 180 of the General Laws of the Commonwealth of Massachusetts as now in effect of hereafter amended and, in addition, the following powers for the conduct of the Corporation’s affairs and in furtherance of its purposes, all to the extent not inconsistent with the requirements contained in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder:

1. The Corporation may purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and deal in and with real or personal property, or any interest therein, where ever, situated, in an unlimited amount;

2. The Corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds receives by gift or bequest;

3. The Corporation may sell, convey, lease, exchange, transfer, mortgage, pledge, encumber, create a security interest in or otherwise dispose of by gift on any other manner, any or all of its property, or any interest therein, wherever situated and however acquired;

4. The Corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use, other securities or interests issued by others, whether engaged in similar or different business, governmental or other activities;

5. The Corporation may make contracts, give guaranties and incur liabilities, borrow money at such rates of interest as the Corporation may determine and issues its notes, bonds and other obligations with or to any person, firm, association, corporation, municipality, county, state, or any other entity, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein wherever;

6. The Corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

7. The Corporation may be an incorporator of other corporations of any type or kind;

8. The Corporation may be a partner in any business enterprise which it would have power to conduct itself;

9. The Corporation may do business, carry on its operations and have offices and exercise the powers granted by Chapter 180 of the General laws of the Commonwealth of Massachusetts in any jurisdiction within or without the United States; and

10. The Corporation may exercise any or all powers necessary or convenient to effect any or all of the purposes for which the Corporation is formed.

2. No person shall be disqualified from holding any office by reason on any interest. The term “interest” as used herein shall include personal interest and interest as a director, officer, employee, stockholder, shareholder, trustee, member or beneficiary of any concern; the term “concern” as used herein shall include any corporation, association, trust, partnership, firm, person or other entity other than the Corporation.

3. Notwithstanding any powers granted to the Corporation by these Articles, its Bylaws or by the laws of the Commonwealth of Massachusetts, the following limitations upon said powers shall apply and be paramount;

1. No part of the assets or of the net earnings of the Corporation shall be divided among, inure to the benefit of, or be distributable to any member, director or officer of the Corporation, or to any private person; provided, however, that reasonable salaries and/or compensation may be paid for services rendered to or for the Corporation in any furtherance of one or more of its purposes; and payments or distributions may be made by the Corporation in furtherance of its purposes; no member, director or officer of the Corporation, or any private person shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation;

2. No substantial part of the activities of the Corporation shall be, include, or involve the dissemination or carrying on of propaganda, or otherwise attempting to influence legislation;

3. The Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office;

4. Notwithstanding any other provision of the Articles of Organization, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt form federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law) or by an organization to which contributions are deductible under Sections 170(c)(2), 2055(a) or 2522 (a) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law); and

5. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to such charitable, religious, scientific, testing for public safety, literary or educational organizations which then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, as the Board of Directors may decide.

4. In the event that the Corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code of 1954, as amended, then notwithstanding any other provisions of these Articles of Organization or the Bylaws of the Corporation, the following provisions shall apply:

1. The directors of the Corporation shall distribute (or cause to be distributed) the income of the Corporation for each taxable year of the Corporation at such a time and in such manner as not to subject the Corporation to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, as now in effect or as hereafter amended;

2. The directors of the Corporation shall not engage in (or allow to be engaged in) any act of self-dealing, as that term is defined in Section 4941(d) of the Internal Revenue Code of 1954, as now in effect or as hereafter amended; nor retain (or allow to be retained) any excess business holdings within the meaning of Section 4943(c) of said Internal Revenue Code; nor make (or allow to be made) any investments in such a manner as to subject the Corporation to tax under Section 4944 of said Internal Revenue Code; nor make (or allow to be made ) any taxable expenditures within the meaning of Section 4945(d) of said Internal Revenue Code.

5. Meetings of the members may be held anywhere in the United States or abroad, as the directors may decide.

6. These articles of organization may be amended by vote of two thirds of the members qualified to vote and voting.

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